0001437749-16-042841.txt : 20161201
0001437749-16-042841.hdr.sgml : 20161201
20161201210858
ACCESSION NUMBER: 0001437749-16-042841
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161129
FILED AS OF DATE: 20161201
DATE AS OF CHANGE: 20161201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RESPONSE BIOMEDICAL CORP
CENTRAL INDEX KEY: 0000806888
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734]
IRS NUMBER: 000000000
STATE OF INCORPORATION: A1
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1781 - 75TH AVENUE W.
CITY: VANCOUVER
STATE: A1
ZIP: V6P6P2
BUSINESS PHONE: 604-456-6010
MAIL ADDRESS:
STREET 1: 1781 - 75TH AVENUE W.
CITY: VANCOUVER
STATE: A1
ZIP: V6P6P2
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shuster Lewis
CENTRAL INDEX KEY: 0001471131
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50571
FILM NUMBER: 162029680
MAIL ADDRESS:
STREET 1: 421 BRIDOON TERRACE
CITY: ENCINITAS
STATE: CA
ZIP: 92024
4
1
rdgdoc.xml
FORM 4
X0306
4
2016-11-29
1
0000806888
RESPONSE BIOMEDICAL CORP
RBM
0001471131
Shuster Lewis
1781 - 75TH AVENUE W.
VANCOUVER
A1
V6P 6P2
BRITISH COLUMBIA, CANADA
1
Common Stock
2016-11-29
4
A
0
36764
A
115379
D
Common Stock
2016-11-29
4
D
0
115379
D
0
D
Stock Option (Right to Buy)
2.20
2016-11-29
4
D
0
20000
D
2022-04-02
Common Stock
20000
0
D
Stock Option (Right to Buy)
3.10
2016-11-29
4
D
0
20000
D
2023-03-14
Common Stock
20000
0
D
Stock Option (Right to Buy)
1.43
2016-11-29
4
D
0
5000
D
2024-03-19
Common Stock
5000
0
D
Deferred Share Unit
2016-11-29
4
D
0
36764
D
Common Stock
36764
0
D
Stock Option (Right to Buy)
0.92
2016-11-29
4
D
0
5000
D
2025-03-19
Common Stock
5000
0
D
Stock Option (Right to Buy)
0.85
2016-11-29
4
D
0
5000
D
2026-03-24
Common Stock
5000
0
D
Each deferred share unit represent a right to receive shares of Company common stock (or, in the sole discretion of the Issuer's Board of Directors following a Change in Control as defined in the Plan, cash, securities or a combination of cash and securities equal to the fair market value thereof) upon the reporting person's termination of service to the Company. The DSUs are immediately vested and expire 90-days following the reporting person's Termination Date as defined in the Plan.
Disposed of pursuant to the Agreement and Plan of Arrangement by and between the issuer and 1077801 B.C. Ltd., dated June 16, 2016 (the "Arrangement"), pursuant to which 1077801 B.C. Ltd. acquired all of the outstanding common shares of the issuer (other than those rolled over into the purchaser) in exchange for cash consideration of $1.12 CDN per share.
Prices shown are denominated in Canadian dollars.
100% of the options vest fully on the date which is one year after the date of grant.
Pursuant to the terms of the Arrangement, out of money stock options were cancelled.
The shares subject to the award vest and become exercisable upon termination of the reporting persons service to the Company.
In connection with the Arrangement, all outstanding deferred share units as of immediately prior to the effective time of the Arrangement were converted into common shares of the issuer on a one-for-one basis, and subsequently disposed of in exchange for cash consideration of $1.12 CDN per share pursuant to the terms of the Arrangement Agreement.
100% of the options vest on March 20, 2016, subject to the reporting person's continued service as a director of the Company through each vesting date.
In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of $1.12 CDN and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.
Subject to the reporting person's continued service as a director of the company through each vesting date, 100% of the shares subject to the option shall vest and become exercisable on March 24, 2017.
/s/ Anastasios Tsonis, as Attorney-in-Fact
2016-12-01